2000 Associate Stock Option Plan

EXHIBIT 10(f)


2000 ASSOCIATE STOCK OPTION PLAN
OF
ACXIOM CORPORATION


1. Establishment and Purpose. The purpose of the 2000 Associate Stock Option Plan of Acxiom Corporation (the "Plan") is to further the growth and development of Acxiom Corporation (the "Company") and any of its present or future Subsidiaries and Affiliated Companies (as defined below) by granting to certain Associates (as defined below) of the Company and any Subsidiary or Affiliated Company options to purchase shares of Common Stock (as defined below) of the Company, thereby offering such Associates a proprietary interest in the Company's business and a more direct stake in its continuing welfare, and aligning their interests with those of the Company's shareholders. This Plan is also intended to assist the Company in attracting and retaining talented Associates, who are vital to the continued development and success of the Company.


2. Definitions. The following capitalized terms, when used in the Plan, will have the following meanings:


(a) "Act" means the Securities Exchange Act of 1934, as amended and in
effect from time to time.


(b) "Affiliated Company" means any corporation, limited liability
company, partnership, limited liability partnership, joint venture or other
entity in which the Company or any of its Subsidiaries has an ownership
interest.


(c) "Associate" means any employee, officer (whether or not also a
director), affiliate, independent contractor or consultant of the Company,
a Subsidiary or an Affiliated Company who renders those types of services
which tend to contribute to the success of the Company, its Subsidiaries or
its Affiliated Companies, or which may reasonably be anticipated to
contribute to the future success of the Company, its Subsidiaries or its
Affiliated Companies.


(d) "Board" shall mean the Board of Directors of the Company.


(e) "Code" means the Internal Revenue Code of 1986, as amended and in
effect from time to time.


(f) "Common Stock" means the common stock, par value $.10 per share,
of the Company or any security into which such common stock may be changed
by reason of any transaction or event of the type described in Section 18
of the Plan.


(g) "Committee" means a committee of the Board whose members are
appointed by the Board from time to time. All of the members of the
Committee, which may not be less than two, are intended at all times to
qualify as "outside directors" within the meaning of Section 162(m) of the
Code and "Non-Employee Directors" within the meaning of Rule 16b-3;
provided, however, that the failure of a member of such Committee to so
qualify shall not be deemed to invalidate any Stock Option granted by such
Committee.


(h) "Date of Grant" means the date specified by the Committee or the
Board, as applicable, on which a grant of Stock Options or Stock
Appreciation Rights will become effective.


(i) "Exercise Price" means the purchase price per share payable upon
exercise of a Stock Option.


(j) "Fair Market Value" means, as of any applicable determination date
or for any applicable determination period, the fair market value of the
Common Stock as determined by the Committee or Board.


(k) "Grant Documents" means any written agreement, memorandum or other
document or instrument, authorized by the Committee or Board, evidencing
the terms and conditions of a Stock Option or Stock Appreciation Right
grant under the Plan.


(l) "Incentive Stock Option" means a Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.


(m) "Legal Requirements" mean any laws, or any rules or regulations
issued or promulgated by the Internal Revenue Service (including Section
422 of the Code), the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., The Nasdaq, Inc.'s National Market
(or any other stock exchange upon which the Common Stock is listed for
trading), or any other governmental or quasi-governmental agency having
jurisdiction over the Company, the Common Stock or the Plan.


(n) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.


(o) "Participant" means a person who is selected by the Committee or
the Board, as applicable, to receive Stock Option or Stock Appreciation
Right grants under the Plan and who is at that time an Associate.


(p) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.


(q) "Stock Appreciation Right" means the right pursuant to an award
granted under Section 12 of the Plan, to surrender to the Company all (or a
portion) of such right and, if applicable, a related Stock Option, and
receive cash or shares of Common Stock in accordance with the provisions of
Section 12.


(r) "Stock Option" means the right to purchase a share of Common Stock
upon exercise of an option granted pursuant to Section 4 of the Plan.


(s) "Strike Price" shall have the meaning set forth for such term in
Section 12(b) of the Plan.


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(t) "Subsidiary" means any corporation, limited liability company,
partnership, limited liability partnership, joint venture or other entity
in which the Company owns or controls, directly or indirectly, not less
than 50% of the total combined voting power or equity interests represented
by all classes of stock issued by such corporation, limited liability
company, partnership, limited liability partnership, joint venture or other
entity.


3. Administration. The Plan shall be administered by the Committee and the Board. Each of the Committee or the Board has the full authority and discretion to administer the Plan, and to take any action that is necessary or advisable in connection with the administration of the Plan including, without limitation, the authority and discretion to:


(a) select the Associates eligible to become Participants under the
Plan;


(b) determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options or Stock Appreciation Rights are to be granted
hereunder to one or more Associates;


(c) determine the number of shares of Common Stock to be covered by
each such grant;


(d) determine the terms and conditions, not inconsistent with the
terms of the Plan, of any grant hereunder (including, but not limited to,
the Exercise Price or Strike Price and any restriction, limitation,
procedure, or deferral related thereto, or any vesting acceleration or
waiver of forfeiture restrictions regarding any Stock Option, or the shares
of stock relating thereto, or any Stock Appreciation Right, based in each
case on such guidelines and factors as the Committee or Board shall
determine from time to time in its sole discretion); and


(e) determine whether, to what extent and under what circumstances
grants under the Plan are to be made and operate, whether on a tandem basis
or otherwise, with other grants or awards (whether equity or cash based)
made by the Company under or outside of the Plan.


Each of the Committee and the Board shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; to interpret the terms and provision of the Plan and any Stock Option or Stock Appreciation Right grant issued under the Plan (and any Grant Documents relating thereto); and to otherwise supervise the administration of the Plan.


Each of the Committee and the Board shall also have the authority to provide, in its discretion, for the recision, forfeiture, cancellation or other restriction of any Stock Option or Stock Appreciation Right granted under the Plan, or for the forfeiture, recision or repayment to the Company by an Associate or former Associate of any profits or gains related to the exercise of any Stock Option or Stock Appreciation Right granted hereunder, or other limitations, upon the occurrence of such prescribed events and under such circumstances as the Committee or the Board shall deem necessary and reasonable for the benefit of the Company.


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All decisions made by the Committee and the Board pursuant to the provisions of the Plan shall be made in the Committee's or Board's sole discretion and shall be final and binding on all persons including the Company and any Participant. No member of the Committee or Board will be liable for any such action or determination made in good faith.


Notwithstanding any provision of the Plan to the contrary, the Committee will have the exclusive authority and discretion to administer or otherwise take any action required or permitted to be taken under the provisions of Sections 4, 6, 7, 8, 10, 11, 12, 17 or 18 hereof with respect to Stock Options or Stock Appreciation Rights granted under the Plan that are intended to comply with the requirements of Section 162(m) of the Code.


4. Grant of Stock Options. The Committee or the Board may from time to time authorize grants of Stock Options to any Participant upon such terms and conditions as the Committee or Board may determine in accordance with the provisions set forth in this Plan. Each grant will specify, among other things, the number of shares of Common Stock to which it pertains; the Exercise Price, the form of payment to be made by the Participant for the shares purchased upon exercise of the Stock Option and the required period or periods (if any) of continuous service by the Participant with the Company, a Subsidiary or an Affiliated Company and/or any other conditions to be satisfied before the Stock Options or installments thereof will vest and become exercisable. Stock Options granted under the Plan may be either Non-Qualified Stock Options or Incentive Stock Options. The Committee or Board, at the time each Stock Option is granted, shall designate such option as either a Non-Qualified Stock Option or an Incentive Stock Option.


Notwithstanding any provision of the Plan to the contrary, the aggregate Fair Market Value (as determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options granted are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed the maximum amount specified by Section 422 of the Code, as amended from time to time (currently $100,000).


Each Stock Option granted under this Plan will be evidenced by Grant Documents delivered to the Participant containing such further terms and provisions, consistent with the Plan, as the Committee or Board may approve in its discretion.


5. Shares Subject to the Plan. The total number of shares of Common Stock which may be issued pursuant to the Plan shall not exceed in the aggregate 6,500,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares, as determined in the discretion of t ...